Denison Mines Buys Assets of Fission Energy

Denison Mines Corp.
(NYSE: DNN) is pleased to
announce the signing of a Binding Letter of Intent (the "Binding
LOI") pursuant to which Denison will acquire a portfolio of uranium
exploration projects from Fission Energy Corp. ("Fission") including
Fission's 60% interest in the Waterbury Lake uranium project, as well
as Fission's exploration interests in all other properties in the
eastern part of the Athabasca Basin, its interests in two joint
ventures in Namibia plus its assets in Quebec and Nunavut (together,
the "Assets"). Under the terms of the Binding LOI, Denison has agreed
to offer shareholders of Fission 0.355 shares of Denison for each
share of Fission held, conditional upon, among other things, certain
assets of Fission being spun out to a new company ("NewCo") to be
held pro rata by current Fission shareholders (collectively, the
"Transaction"). NewCo assets will include, among others, a 50%
interest in the Patterson Lake South ("PLS") property located in the western Athabasca Basin. The Transaction values the Assets at
approximately $70 million based on the closing price of Denison as of
January 15, 2013. Upon completion of the Transaction, shareholders of
Fission will own approximately 11% of Denison.
The board of directors of Fission, following consultation with its
financial and legal advisors, has approved the Transaction and
recommends that Fission shareholders vote in favour of the
Transaction. Fission's board of directors has received a verbal
opinion from Dundee Capital Markets that the consideration pursuant
to the Transaction is fair, from a financial point of view, to
Fission shareholders.